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BUSINESS PLAZA™ ADVERTISING
TERMS AND CONDITIONS
1. CONDITIONS
The Business Plaza™ is operated and managed by Tennent
Consulting Pty Limited A.B.N. 61 118 479 182 ("Tennent") and
marketed to individual local communities.
Advertiser acknowledges that the sole obligation of Tennent is
to display an advertisement (the "Advertisement") from
Advertiser which conforms to the specifications set out in the
applicable Order agreement which has been executed by Tennent and
Advertiser (the "Order" and, collectively with these
Standard Terms and Conditions collectively called the
"Agreement"). These documents represent the entire
agreement between the parties notwithstanding anything said prior
to or at the time of acceptance of advertising.
Advertiser agrees that:
a. Tennent has the right to market, display, perform,
transmit and promote the Advertisement through the Business
Plaza™; and
b. Users of the Business Plaza™ have the right to access
and use the Advertisement together with any content or materials
linked to the Advertisement (such Advertisement and linked content
or materials, the "Advertiser Content").
2. ORDER
Receipt of copy by whatever means shall constitute an order for
publication of the advertisement and acceptance of these
conditions. Unless expressly provided for elsewhere in this
Agreement:
a. Tennent will have no obligation to provide any creative,
design, technical or production services to Advertiser; and
b. The nature and extent of any such services which Tennent
may provide to Advertiser shall be as determined by Tennent in its
sole discretion.
3. SUITABILITY
Tennent reserves the right to reject, refuse or require
amendment of any advertisement which it considers unsuitable for
publication for any reason at its absolute discretion.
To the extent Tennent notifies Advertiser of reasonable
complaints or concerns (including, but not limited to, complaints
from a Business Plaza™ user) regarding the Advertiser
Content or any other content or materials linked thereto or
associated therewith ("Objectionable Content"), Advertiser
will, to the extent such Objectionable Content is within
Advertiser's control, use commercially reasonable efforts to
respond in good faith to such complaints or concerns.
4. USAGE DATA
Tennent may in its discretion provide Advertiser with usage
information related to the Advertisement in substance and form
determined by Tennent, consistent with its then-standard reporting
practices.
Advertiser may not distribute or disclose usage information to
any third party without Tennent's prior written consent.
5. LEGALITY
The advertiser and its agent each warrant to Tennent that
nothing in the advertising material, text or artwork infringes any
state, federal or local law or regulation or the personal or
property rights of any other person.
6. INDEMNITY
The advertiser and its agent each agree to indemnify Tennent and
all associated companies, its employees, agents and subcontractors
against all damages, costs, expenses, claims, demands and loss of
any kind including legal costs arising out of the publication of
any advertisement and without limiting the generality of the
foregoing, to indemnify each of them in relation to defamation,
injurious falsehood, passing off, unfair competition or trade
practices, breach of contract, misrepresentation, breach of
warranty or authority, slander of title, breach of copyright,
infringement of trademark or names or titles, violation of rights
of privacy, royalties or any breach of statute, regulation or other
law giving rise to criminal or civil liability.
7. ERRORS
The advertiser and its agent each agree it is responsible for
notifying Tennent in writing immediately after publication of any
error in an advertisement which is published and Tennent will not
be liable to the advertiser at all for any advertisement containing
errors being republished.
8. INSTRUCTIONS
Tennent will not be responsible for any errors or omissions
where advertising instructions or copy and/or proof corrections are
placed by telephone.
9. POLITICAL CONTENT
All advertisements submitted to Tennent relating to any federal,
state or local election must comply with the relevant statutes,
laws and regulations, and any special conditions Tennent requires
for such advertisements. Advertisements containing material deemed
by Tennent to be of a political nature must comply with the
conditions of the policy of the Tennent for such
advertisements.
10. PAYMENT
All advertisements must be paid in full to Tennent prior to
publishing on the Business Plaza™ web site.
11. PAYMENT; CANCELLATION
Advertiser agrees to pay Tennent for all advertising displayed
in accordance with the agreed upon amounts and billing schedule
shown on the relevant Order.
a. Advertising packages are non-refundable or pro-ratable except
to the extent otherwise expressly contemplated in this
Agreement.
b. Advertiser will pay all taxes, duties and other
government charges payable or assessed in connection with this
Agreement whether applying as at the date of this Agreement or in
the future including without limitation goods and services tax,
other value added tax, sales or use taxes, stamp duty and turnover
tax, but excluding taxes, duties and governmental charges assessed
on the income of Tennent.
c. Should Tennent fail to display the Advertisement
in accordance with the Order due to Advertiser's failure to comply
with any requirement of the Order or this Agreement, Advertiser
will remain liable for the full amount indicated on the Order.
d. Tennent reserves the right to redesign or modify the
organisation, structure, "look and feel" and other elements of the
Tennent Service at its sole discretion at any time without prior
notice.
e. If such modifications will materially and adversely
affect the placement of the Advertisement, Tennent will work with
Advertiser to display the Advertisement in a comparable location
and manner that is reasonably satisfactory to Advertiser.
f. If Tennent and Advertiser cannot reach agreement on a
substitute placement, Advertiser shall have the right to cancel the
Advertisement, upon thirty (30) days advance written notice to
Tennent.
g. In such case, Advertiser will only be responsible for the
pro-rata portion of payments attributable to the period from the
commencement of the Agreement through the effectiveness of such
cancellation (the "Pro-Rata Payments").
h. Tennent reserves the right to cancel and remove at any time
any Advertisement for any reason upon thirty (30) days advance
written notice to Advertiser (or upon such shorter notice as may be
designated by Tennent in the event that Tennent believes in good
faith that further display of the Advertisement will expose Tennent
to liability or other adverse consequences).
i. In the event of such a cancellation, Advertiser
will only be responsible for the Pro-Rata Payments.
j. Advertiser may not resell, trade, exchange, barter
or broker to any third-party any advertising space which is the
subject of this Agreement.
12. MISCELLANEOUS
a. The parties to this Agreement are independent
contractors. Neither party is an agent, representative or partner
of the other party. Neither party shall have any right, power or
authority to enter into any agreement for or on behalf of, or incur
any obligation or liability of, or to otherwise bind, the other
party.
b. The failure of either party to insist upon or enforce strict
performance by the other party of any provision of this Agreement
or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment to any extent of such
party's right to assert or rely upon any such provision or right in
that or any other instance.
c. Except where otherwise specified herein or in the
Order, the rights and remedies granted to a party under this
Agreement are cumulative and in addition to, and not in lieu of,
any other rights or remedies which the party may possess at law or
in equity.
d. Advertiser shall not:
i. issue any
press releases or public statements concerning the existence or
terms of this Agreement; or
ii. use, display or modify
Tennent's trade marks in any manner without Tennent's express prior
written approval.
e. Tennent may issue any press releases or public
statements concerning the existence or terms of this Agreement.
f. Either party may terminate this Agreement at any
time with written notice to the other party in the event of a
material breach of this Agreement by the other party, which remains
uncured after thirty days written notice thereof; provided that
Tennent shall not be required to provide notice to Advertiser or
any cure period in connection with Advertiser's failure to make any
payment to Tennent required in the Order.
g. In the event of non-payment, Tennent reserves the right
to terminate the Agreement immediately with written notice to
Advertiser.
h. This Agreement sets out the entire agreement between
Advertiser and Tennent, and supersedes any and all prior agreements
of Tennent or Advertiser with respect to the transactions set out
in this Agreement.
i. No change, amendment or modification of any
provision of this Agreement shall be valid unless set out in
writing signed by both Parties.
j. Advertiser shall not assign this Agreement
or any right, interest or benefit under this Agreement without the
prior written consent of Tennent.
k. This Agreement will be fully binding upon, inure
to the benefit of and be enforceable by the parties and their
respective successors and assigns.
l. In the event that any provision of this Agreement
is held invalid by a court with jurisdiction over the Parties to
this Agreement:
i. such provision shall be deemed
to be restated to reflect as nearly as possible the original
intentions of the Parties in accordance with applicable law;
and
ii. the remaining terms, provisions,
covenants and restrictions of this Agreement shall remain in full
force and effect.
m. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same document.
n. This Agreement will come into force and effect pursuant
to provisions deeming that this Agreement shall be in force and
effect including, without limitation, upon the provision of content
to Tennent or other action by Advertiser.
o. This Agreement is governed by the laws of New South
Wales. The Parties submit to the non-exclusive jurisdiction of the
courts in New South Wales. | 